Climate of change
Today’s M&A environment is more competitive than ever. With more opportunity comes more complexity. From scrutinizing multifaceted, nuanced acquisition opportunities to identifying the best time for an exit, we help you see through the fog of competitive bidders and regulatory obstacles to a clear strategic vision and confident decision making.
The right moves at the right time
At Manatt, you get the deep M&A experience and broad ancillary and regulatory experience of a large national firm with the attention, responsiveness and flexibility of a boutique practice. We customize your deal team to suit the needs of any transaction.
Whatever your situation, you need a commercially minded legal partner who gets your business, your goals and the company-specific sensitivities that will guide your deals to success.
Gaining a profound understanding of your goals, we apply the right combination of business judgment and legal dexterity to help you move fast and make the most of every opportunity. We bring our industry knowledge and regulatory experience to bear on every recommendation we make, focusing positively on solutions. We also consciously avoid over-lawyering—our job is to get the job done, intelligently and efficiently, to keep your business moving forward.
Who we work with
We work with enterprising businesses of all kinds: large multinational corporations, private middle-market companies, private equity funds and individual entrepreneurs. Our industry experience is wide and runs particularly deep in the following areas:
- Financial services, ranging from traditional banking M&A to financial technology and alternative payment industry leaders
- Healthcare, including representation of payors, providers, and medical technology and pharmaceutical companies
- Entertainment and digital media
- Energy, including alternative energy acquisitions and financing
We also represent large and midsize investment banks as well as boutique financial advisors in a wide range of corporate M&A deals. When our financial advisor clients issue fairness opinions to corporate boards of directors, we serve as their close advisor to make sure their work product can stand up to the intense scrutiny so prevalent in transactions today.
What we do
We handle and advise on mergers and acquisitions at every stage, from strategic planning to final closing. Our services include:
- Domestic and international merger, stock purchase, and asset purchase transactions
- Private equity investments and acquisitions
- Going-private transactions
- Leveraged and management buyouts
- Tender and exchange offers
- Unsolicited offers and takeover defenses
- Special committee representations
- Regulatory liaisons and approvals
- Proxy contests
- Share exchanges
Our financial advisors’ practice assists our investment bank and other financial advisor clients with the following:
- Fairness opinions
- Solvency and capital adequacy opinions
- Engagement letters
- Dealer-manager agreements
- Disclosure issues in public company M&A
- M&A litigation
Recent experience include Manatt's representation of:
- The Audit Committee of the Board of Directors of Sucampo Pharmaceuticals in its $80 million acquisition of Sucampo AG, a Swiss-based patent-holding company and its wholly- owned subsidiary, Sucampo AG Japan, a patent maintenance company, from the cofounders and majority shareholders of Sucampo Pharmaceuticals.
- Pacific Capital Bancorp in connection with a successful recapitalization transaction pursuant to which a subsidiary of Ford Financial Fund, LP, invested $500 million in Pacific Capital. In connection with this recapitalization transaction, we also represented Pacific Capital in a debt tender offer involving approximately $188 million of trust preferred securities and subordinated debt and in the exchange of $180.6 million of preferred stock issued by Pacific Capital to the United States Department of the Treasury pursuant to the TARP Capital Purchase Program.
- Cerberus Capital Management in its purchase of Caritas Christi Health System, one of New England's largest nonprofit hospital systems, with a total deal value of approximately $875 million. This transaction was the first instance where a major private equity firm acquired a large, regional nonprofit health system and converted it to a for-profit, tax-paying enterprise.
- Bay Cities National Bank (renamed Opus Bank) in its $460 million recapitalization and change in control led by Stephen H. Gordon, its newly appointed Chairman, Chief Executive Officer and President. In addition to raising new capital from approximately 25 institutional and other accredited investors, Bay Cities converted from a national bank to a California state-chartered commercial bank and changed its name to Opus Bank. In addition to Mr. Gordon, key investors in the transaction included funds affiliated with Elliott Management Corporation, funds affiliated with Fortress Investment Group LLC, and a fund affiliated with Starwood Capital Group.
- BMG Rights Management (BMG) in several recent transactions that have aggregated over 1,000,000 copyrights in the past few years, including:
- BMG's acquisition of R2M Music, procuring for BMG 12,000 copyrights, with 35 Top Ten hits. The transaction also encompasses the music publishing assets of former Transcontinent Musikverlag GmbH, including rights to an extensive German Schlager music catalog.
- BMG's acquisition of Bug Music, whose renowned clientele includes the estates of Johnny Cash, Willie Dixon, Muddy Waters, Woody Guthrie and Stevie Ray Vaughan as well as some of today's top musical artists, such as Pete Townshend, Iggy Pop, Ryan Adams, Wilco, The Guess Who and Jamie Foxx.
- BMG's acquisition of Chrysalis, a leading independent music publisher, and its 100,000-song catalog that includes songs by David Bowie, Michael Jackson, Cee Lo Green and Blondie.
- BMG's acquisition of Evergreen Copyright Acquisitions LLC, and its catalog that includes songs recorded by artists such as Eric Clapton, MC Hammer, Michael Jackson and Nick Drake.
- BMG's acquisition of Stage Three Music, a leading independent, international music publisher based in London, from its shareholders Apax Partners, Ingenious Ventures and the management.
- BMG's acquisition of Cherry Lane Music Publishing, whose roster of songwriters included leading performers ranging from Elvis Presley to the Black Eyed Peas.
- BMG's acquisition of the music publishing catalog of Crosstown Songs America, consisting of more than 8,000 songs.
- Moelis Capital Partners as one of the lead investors in a $200 million recapitalization of Opportunity Bancshares. A substantial number of the investors in the transaction were private equity funds and hedge funds. As a result, the regulatory approval process was a complex and long one with various federal and state regulatory agencies. Opportunity Bancshares will be used as a platform bank to purchase additional banks in FDIC-assisted transactions.
- East West Bancorp in its $10.4 billion acquisition of the assets of United Commercial Bank, who had been shut down by regulators following loan losses and misstated financial reports. Included in the acquisition was a large loan portfolio covered under a loss-sharing agreement with the Federal Deposit Insurance Corporation. The acquisition created the largest U.S. bank focused on the Chinese-American market, as well as the largest bank based in Southern California.
- Allied Cash Advance, a nationwide short-term loan provider, when it was in need of a loan itself when it had to refinance a substantial amount of subordinated debt but was unable to do so due to the collapse of the capital markets. Our lawyers and Allied's founders were able to achieve a non-bankruptcy recapitalization that not only preserved substantial value for the subordinated debt and equity holders, but also provided sufficient working capital that allowed Allied to continue providing loans to an underserved clientele in need of short-term financial services. This transaction won the 2010 Out-of-Court Reorganization of the Year award at the M&A Advisor's Turnaround Awards.
- Both shareholders and management in poison pills and other potential takeover actions, including:
- A group of private equity fund investors and a new management team, in a hostile-turned-friendly control investment in publicly traded Patient Safety Technologies, Inc. (PST). The convertible preferred stock investment started as a hostile takeover and proxy fight and resulted in the negotiated investment in PST, along with our client becoming the Chief Executive Officer of the company and the resignation of a majority of the board of directors. The company emerged with a strong management team and balance sheet.
- Sonus Networks, one of the world's largest communication and voice-network companies, when it faced a shareholder activist (an overseas private equity fund that during the previous two years had acquired a 25 percent interest) threatening hostile action and a proxy fight. Manatt's lawyers advised Sonus in the adoption of a "poison pill" plan to protect the shareholders in the event of hostile actions by the activist shareholder and worked with the Board throughout the negotiations with the activist. Manatt's work led to the successful resolution of a difficult, complex and potentially damaging disagreement between the Board and the activist shareholder. The outcome left Sonus with a healthier set of corporate governance policies that protected all the shareholders against future hostilities.
- Investment banking firm Houlihan Lokey Howard & Zukin, Inc., in its acquisition of boutique advisory and valuation firm Red Pine Advisors. When combined with Houlihan Lokey's brand, extensive network, global footprint and dedicated financial sponsor and industry groups, Red Pine's technology, client list and team will create the market-leading valuation firm for third-party valuations of structured products.